Controversial Proxy Vote Imminent At Largest Minority-Owned U.S. Bank

The fight for control of Carver Bancorp is getting nastier by the day.

With a showdown shareholder vote just a week away, Carver's board and one of its largest investors, Boston Bank of Commerce, continue to trade verbal punches, this time in Securities and Exchange Commission filings.

Throughout the battle for control of Carver, a community bank whose home market is the Harlem section of New York City, Boston Bank of Commerce has accumulated a remarkable array of opponents, including the current management of Carver, former New York Mayor David N. Dinkins, and the investment firm Morgan Stanley Dean Witter & Co.

In the latest round, Carver president and chief executive officer Deborah S. Wright said Bank of Commerce's top executives are too inexperienced to sit on the board of the nation's largest minority-owned financial institution.

Kevin Cohee and his wife, Teri Williams, do not know New York City and have no plan for $470 million-asset Carver except to merge it with their bank, Ms. Wright asserted in a Jan. 31 proxy statement.

She also accused Bank of Commerce of running an "arbitrage" operation instead of a community bank, saying that "hot money" - or jumbo certificates of deposit - are feeding its growth and that asset sales are bolstering profits.

"It boggles my mind that they think they know where the deposit and deal flow in New York City is," Ms. Wright said in an interview. "We're in the loop; they're not."

However, in a Feb. 10 SEC filing, Mr. Cohee and Ms. Williams countered that Ms. Wright - a former head of an economic development agency - is still studying "Banking 101." The two said their record speaks for itself: They have turned around two failed banks - Bank of Commerce and Peoples National Bank of Commerce in Miami.

The war of words comes just as shareholders prepare for the thrift's annual meeting next Thursday in Harlem's Schomburg Center. On the agenda will be Mr. Cohee's and Ms. Williams' nominations to the Carver board. The two have been seeking board seats since last year when they acquired a 7.4% stake in troubled Carver and twice offered to buy the 50-year-old institution.

Mr. Cohee, 42, is the chairman and chief executive of Bank of Commerce, the nation's eighth-largest minority-owned financial institution; Ms. Williams, also 42, is a senior vice president.

How the struggle will play out is unclear, but both sides are confident they have enough support to win.

One still-undecided investor is Martin Whitman of EQSF Advisers, a New York-based fund that owns more than 9% of Carver. "I haven't made up my mind," said Mr. Whitman; he added that Carver has been a "bad investment" and that its management has "pulled out all the stops" to deter Mr. Cohee.

Don Koch, who owns 9.9% of the stock as head of Koch Asset Management in Town & Country, Mo., is expected to vote his shares for Mr. Cohee and Ms. Williams.

"There is no existing evidence that the board of Carver has served its shareholders well," Mr. Koch said.

"And it appears that any shareholder who has a stake in the game like Mr. Cohee should be invited to the party his skills would serve its board well."

But Carver won a big victory Wednesday when a Delaware court agreed to let Morgan Stanley and Provender Capital Group, a New York minority- and women-owned investment firm, vote their shares. The two firms, with a combined stake of 8.25%, are expected to vote with Carver's board.

The question of whether Morgan Stanley and Provender Capital would be allowed to vote ended up before the Court of Chancery of the State of Delaware, New Castle County after Mr. Cohee and his wife filed a Jan. 19 lawsuit alleging that Carver offered the stake to the investment houses at a discount in exchange for their support at the upcoming meeting.

Citing internal memos, personal notes, telephone conversations, and e-mails that surfaced during depositions, Mr. Cohee and Ms. Williams argued in a Feb. 11 SEC filing that Ms. Wright had arranged a cozy financial transaction with two of her friends in a last-ditch attempt to keep the Bank of Commerce executives off Carver's board.

"They wanted to get voting shares in friendly hands," Mr. Cohee said in an interview. "They are using our money as shareholders for illicit purposes."

Ms. Wright's "friends" include William Lewis, co-head of Morgan Stanley's worldwide mergers and acquisitions unit, and Fred Terrell, managing partner of Provender. The investment houses last month injected $2.5 million of capital into Carver, and Mr. Terrell took a seat on its board.

Mr. Cohee, who has asked the court to block the voting of both companies' shares, also said in his lawsuit that Morgan Stanley threatened to "crush him" if he tried to challenge Carver's board nominees, who include former mayor Dinkins.

The bad blood started last spring when Bank of Commerce attempted a hostile takeover of Carver, which had reported a 1998 fourth-quarter loss of $5.7 million and fired long-time chief executive Thomas L. Clark.

Mr. Cohee, who aims to build a nationwide African-American-owned banking company, had hoped to use Carver as a launching pad by merging it with his $137 million-asset Bank of Commerce.

Though his bids were deemed "reasonable" by a New York-based investment bank, Carver's board refused to meet with Mr. Cohee to discuss the offers.

Among other reasons, the board said it did not want out-of-towners running their thrift, according to testimony in the case.

In June, Carver hired Ms. Wright, a former Harvard Law School classmate of Mr. Cohee. She previously was president and CEO of Upper Manhattan Empowerment Zone Development Corp.

Mr. Cohee said he wants the two seats on Carver's board to help engineer a turnaround of the company, whose "poor performance is an embarrassment to black banks across the country."

"This is not about Kevin versus Debbie or New York versus Boston," Mr. Cohee said. "This is about integrity."

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